These are just some of the concerns that are being made into a “friendly doctor” dealing with an MSO. Physicians should take into account the legal and financial risk they may take in this type of operation, especially when the role is only a secondary activity and not their main task. Public inquiries, bankruptcies, unpaid taxes and other potential consequences can have serious consequences on doctors` licences and their reputation in the Community. While these types of transactions are certainly feasible, it is important that legal advisors have all documents checked before they are executed. The shareholder contract for the medical practice should be simple. Everything about 7 pages / 12 Schriftistist is too complex. The basic legal structure of the shareholder contract should be as follows: a 50/50 medical practice may be unbalanced when one shareholder is more responsible for the practical debt than the other shareholder. For example, one shareholder could have guaranteed the lease, the other not. The imbalance is the source of bad incentives: the guarantor shareholder has more risks than the other shareholder, which could give the other shareholder additional bargaining leverage at the beginning of the dispute.
It is better to keep the 50/50 relationship as equal as possible, although I accept that if a shareholder has little personal wealth, his guarantee will be worth less, no matter how we structure things. The structuring practice of the medical profession should follow this reality. They do not need to make costly arrangements on how the two shareholders will deal. Unredealed rules on decision-making and control of medical practice mean nothing if the two controllers cannot cooperate. If your partner wants to find himself in a dead end, all it takes is a simple “no” no matter how long and complex the company`s statutes are written. Think about a marriage – no matter how many tips you have, and no matter how many chord-sharing agreements you make, a spouse`s “no” will stop everything. In countries where it is more difficult for companies to engage in the practice of medicine, a popular approach is the use of a management service organization (MSO) model. Under this model, a management company is formed to “operate” a medical/professional unit. The MSO can provide space, equipment, procurement, non-professional staff and other practice needs. For the practice itself, however, a professional unit must be formed and, above all, it is necessary to find a doctor who owns the professional unit. This approach is particularly popular for medical care and urgent care facilities.
Finally, consider whether the two physicians/shareholders could compete with each other for patients or sources of transfer after a separation. It is not fair to involve patients in a bad separation (we will save this joy for children). Each separation must divide patient sources and transfer sources. For example, in the context of the purchase of shares, one shareholder could obtain a non-compete clause against the other, or you propose a mechanism in which patients choose one of the two doctors for follow-up. During the life of the business, you should maintain the same 50/50 relationship, because as soon as one shareholder gains majority control, the other is in danger. This means that you must require both shareholders to accept any change in ownership. No shareholder should be able to pay money or assets to the doctor`s office and, in exchange, issue new shares to that shareholder. A shareholder who even receives an additional share changes the distribution of the property to 50/50, hence the nature of the relationship.